Carell's face shines with sublime innocence as he goes about being an inventory clerk by day and a reclusive collector of superhero and film memorabilia at night.

When three co-workers -- David (Paul Rudd), Jay (Romany Malco) and Cal (Seth Rogen) -- need a fourth player for a poker game, they reluctantly rope him in.

And then he goes out with a drunken woman, Nicky (Leslie Mann), who nearly kills him while driving him home and then throws up in his face. Then a chance encounter with Trish (Catherine Keener), who sells memorabilia through e Bay, changes his life.

She's a single mother who is charmed by Andy's sweet nature and -- to Andy's pleasure -- wants to take things slow in the bedroom department.

While trading raunchy stories about sexual exploits it becomes abundantly clear that Andy -- at the age of 40 -- is still a virgin.

Finding this situation an insult to males everywhere, they decide to make it their mission to get Andy some action. For Andy, this leads to some terrifying encounters.

This scene could easily be overlooked by many directors as a necessary nuisance, i.e., show the kids gradually warming to Andy.

But a decisive statement about Andy can be made here.

She is naturally reacting to something she realizes she likes.

For Andy, this is not a gloating victory, but a human being finally asserting himself with the opposite sex and realizing: He’s actually good at it.

But the good-natured tone of the film and the wonderful comedic talents of the entire cast -- especially Carell -- make the gross-out moments charmingly relatable."The 40-Year-Old Virgin" marks the directorial debut of Judd Apatow, who also co-wrote the script with Carell.